72 - 83ppThe research field is film history particularly alternatives to Hollywood mainstream film and focus up new interpretations on Andy Warhol’s films.This essay on the development of Andy Warhol’s film practice critically assesses the use of sado-sexual practices in a variety of his ‘Factory’ outputs. His gradual move away from the long takes and stationary camera positioning that characterised much of his earlier work (requiring the actors to hold poses for long periods of time) to an increasingly narrativised (and commercial) approach is documented and commented upon. The gradual use of soundtracks also represented a move away from Warhol’s initial experiments with film and these are discussed.The research also considered the similarities between Warhol’s later films and more commercial forms of Underground USA particularly with regard to the sexual exploitation depicted and the sexual exploitation that was an integral part of daily life within the Factory ‘confessional’ production environment and its exploitative screen-testing methods. By this form of comparison the uniqueness and the parallels in Warhol’s approaches to subject and treatment becomes apparent. A close examination of Blow Job and I, A Man provide a focus for the research.The chapter also examined the audience for Warhol’s films and the intense media scrutiny which helped form their celebrity status. Although the films of Warhol have been the subject of interest by Mark Webber and others, the researchers focus on their sexual content, production circumstances and the broader context of underground film enables Warhol to be viewed from a different perspective.Reviews can be found online:http://www.scope.nottingham.ac.uk?bookreview.php?issue+1&id+31§ion+book_rev&q+Undergound+USA http://www.columbia.edu/cu/cup/catalog/data/190336/1903364493.HTM http://www.wallflowerpress.co.uk/publications/alterimage/underground_usa.html